General Terms and Conditions
In the context of these general terms and conditions the word “Seller” shall mean the company ITALIANA FERRAMENTA S.R.L., Viale Europa 17 – 33070 Brugnera (PN), Tel: +39 0434 428211, e-mail: firstname.lastname@example.org, website: www.italianaferramenta.com – VAT nr. 01315480937.
The word “Buyer” shall mean the organization or person who buys Goods, where “Goods” shall be deemed as articles to be supplied to the Buyer by the Seller.
The Buyer and the Seller hereinafter are referred to as the “Parties”.
1 - SUBJECT AND SCOPE OF APPLICATION OF THESE GENERAL TERMS AND CONDITIONS
1.1 The present general terms and conditions shall apply to all current and future contractual relationships between the Parties regarding the supply of furniture fittings and accessories. They shall be binding and comprehensive of special conditions which might be additionally agreed in written between the Parties or specified in the written order confirmation issued by the Seller.
1.2 Unless specially approved by the Seller, any differing conditions or terms of the Buyer are herewith objected to and shall not apply.
2 - CONTRACT CONCLUSION
2.1 The contract of supply shall be concluded only with the written order confirmation, that is the acceptance sent per e-mail by the Seller to the Buyer.
2.2 If the event of any conflict or ambiguity between the conditions indicated by the Buyer and the conditions indicated by the Seller in the written order confirmation, the latter shall be deemed as new supply proposal and the contract shall be concluded if the Buyer accepts the Goods without any restrictions.
2.3 Any specific offer issued by the Seller shall be deemed valid only within the deadline indicated in the offer document and exclusively referred to the integral supply of the listed Goods.
2.4 In any purchase order, the Buyer shall indicate every required information for the issuing of the invoice and at least one telephone number, in order to be contacted in case of delivery inconvenience or setback.
3 – TECHNICAL DATA, DRAWINGS AND OTHER DOCUMENTS
3.1 At any moment, the Seller reserves the right to implement modifications or upgrades to its products and shall inform the Buyer about such modifications if the products installation and/or utilization is affected.
3.2 If the Buyer proposes or requests modifications to the products, such modifications shall be of mandatory execution for the Seller only when a specific written agreement between the Parties, including possible price and delivery time variations, is concluded.
3.3 The Buyer expressly commits to use any drawing, technical information and similar documentation only within the purpose of the supply of the Goods. Such documents and information are property of the Seller and shall not be transferred, revealed or sold to third parties without the Seller’s prior consent.
4 – EXCLUSION
4.1 Within the framework of the Goods supply the Seller doesn’t include any service of installation or mounting, specific tests or inspections, utilization training course or assistance and any extra service related to the Goods, which are not expressly mentioned in the written order confirmation sent by the Seller to the Buyer.
5 – DELIVERIES
5.1 For all purchase orders placed on shop.italianaferramenta.it, the delivery costs are included in the supply contract and thus in charge of the Seller.
5.2 The Seller fulfils his obligations when he has made the Goods available to the courier at his premises. Once the Goods are loaded to the courier, the Buyer bears all risks involved in taking the goods from the Seller's premises to the Buyer’s address and the costs of any possible additional customs fees.
5.3 The delivery date which is indicated in the order confirmation is an approximate date and in any case corresponding to a working day. All purchase orders are to be fulfilled by the Seller within 15 working days as from the receipt of the payment from the Buyer.
5.4 The delivery date shall be automatically prolonged if:
- the Buyer doesn’t provide to the Seller all information, which are required to fulfil all the obligations
related to the supply contract;
- the Buyer requests modifications to the purchase orders after the supply contract has been concluded;
- the Seller experiences any event which is not related to his diligence and reasonable precaution,
including Goods manufacturing delays caused by sub-suppliers or third parties, and the Goods supply
within the indicated delivery date becomes excessively expensive.
- there are issues regarding the payment by the Buyer to the Supplier.
5.5 If the Buyer doesn’t receive the Goods supplied by the Seller for any reason which is not ascribable to the Seller, the Buyer bears all costs and risks related to the Goods storage and safekeeping. In particular, if the Goods delivery to the Buyer’s address fails after two attempts of the courier, the courier shall have the right to charge to the Buyer all costs for storage or additional delivery attempts.
5.6 All Goods must be delivered at the delivery address specified by the Buyer. If Goods are incorrectly delivered, the Supplier will be held responsible for any additional expense involved in handling and delivering them to their correct destination.
6- FORCE MAJEURE
6.1 Either Party shall be excused from lack of performance of its obligations under this general terms and conditions due or caused by an act of God, earthquake, fire, flood, riot, civil disorder, government regulation or action, or other substantially similar cause, and which could not have been prevented or circumvented by reasonable precautions of the Party experiencing the force majeure event; provided that the Party that suffers a force majeure event shall inform the other Party of such event immediately upon its occurrence and shall take all reasonable steps to remedy the situation; and provided further, that if a Party remains unable to perform the obligations under this general terms and conditions as a result of a force majeure event for a period longer than 30 days, the other Party shall have the right to cancel the Purchase Order without damages or claim.
7 – PAYMENT
7.1 The Buyer shall pay the full amount owed for the supply of the purchased goods at the moment of the completion of the purchase order, by a transfer to the account of the Seller according to his specified bank details. The stated prices shall be fixed.
8 – WARRANTY
8.1 The Supplier shall warrant that the Goods meet the stated specifications, performance and functionality contained in the descriptions and instructions of the Supplier, the international standards and regulatory requirements of European Union, as well as that there are no defects arising from the use of defective materials and / or poor execution of the manufacturing process.
8.2 The duration of the warranty shall be twelve (12) months from the date of delivery of the Goods to the Buyer.
8.3 The Buyer has the right to declare to the Seller a claim about the quality of the received Goods within 8 days from the moment of Goods accepting in case of clear defects and within 8 days from the moment of defect detection in case of hidden defects. If the claim is approved the Seller must replace at his own expense the defective Goods. The defective Goods shall be sent back to the Supplier only when expressly agreed between the Parties.
8.4 The force of the above mentioned warranty is terminated in the case the Buyer after the discovery of the defect continues to use the defective Goods, or if the Buyer or someone at his request makes modifications to the products without prior written permission of the Seller.
9 – RESPONSIBILITY OF THE SELLER
9.1 The Seller shall be responsible only for the correct functioning of the Goods, depending on the specifications and information expressly indicated for such products. The Seller shall not be responsible for any defects or damages or poor functioning of the Goods caused by negligence or improper use or wrong application of the product.
9.2 In any case the Buyer shall not ask for reimbursement of potential indirect damages, failed profits or any damage which doesn’t arise directly from the utilization of the Goods. The possible reimbursement agreed between the parties cannot exceed the total value of the supplied Goods.
10- RESERVATION OF PROPRIETARY RIGHTS
10.1 Ownership of the Goods shall not pass to the Buyer until the Seller has received payment in full of all monies owed by the Buyer to the Seller.
11 – GOVERNING LAW AND JURISDICTION
11.1 This agreement shall be governed by and construed in accordance with Italian Law.
11.2 Any dispute, controversy or claim arising out of or in connection with these terms and conditions, or the breach, termination or invalidity thereof, shall be finally settled by shall be solely and exclusively settled before the Courts of Pordenone (Italy) and the language of the arbitration shall be English.